Sorbic International Plc : 17 April 2013 - Notice of Annual General Meeting

(Incorporated in England and Wales with registered number 06280431)
Registered office:
49 Whitehall
London SW1A 2BX
Date: 26 March 2013

Dear Shareholder,
The Annual General Meeting ("Meeting") of Sorbic International plc (the "Company") is due to take place on
23rd April 2013 at 10.30 a.m. at Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH.
The Meeting is being held to comply with company law requirements and to pass a standard set of shareholder resolutions. You will be given the opportunity to raise any questions in relation to such resolutions at the Meeting.
Resolution 5(a) gives the directors authority to allot ordinary shares to allow for the completion of the fundraising exercise which has recently taken place but which remains conditional, in part, upon shareholder approval. Your approval of resolutions 5 and 6 will permit certain of the shares, placed as part of the fundraising, to be allotted. In addition, the holders of the A and B loan notes are entitled to a one off fee of approximately £243,800, being 10% of the outstanding A and B loan notes, as consideration for their agreeing to the revised terms of the loan note instruments and the extension of such instruments' redemption dates. This fee is proposed to be settled by the issue of 3,482,858 new ordinary shares. Interest on the loan notes may be paid, at the election of the noteholders, in ordinary shares. Allotment authority is therefore required in relation to 2,793,429 ordinary shares. The Company also proposes to issue certain new ordinary shares to finnCap Limited as partial consideration for its fee in connection with the fundraising and ongoing fees. Allotment authority is required pursuant to resolution 5(a) in relation to 142,857 of these new ordinary shares.
Resolution 5(b) gives the directors authority to allot shares on conversion of the loan notes and also includes the allotment of ordinary shares on conversion of certain new A Loan Notes, which form part of the recent fundraising. These new A Loan Notes will be issued subject to the terms of the A loan note instrument and will be on the same terms as the A and B Loan Notes currently in issue.
Resolution 5(c) gives the directors authority to allot up to one third of the Company's enlarged ordinary share capital.
Resolution 6 is proposed as special resolution, which means that for the resolution to be passed, at least three quarters of the votes cast must be in favour of that resolution. Resolution 6 renews the Directors'

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authority to allot equity securities for cash, without the need first to offer such shares to existing shareholders. Save for those ordinary shares to be issued and allotted pursuant to the fundraising exercise and its related costs and concerning the conversion of the loan notes (together with any interest due thereon), the proposed limit on the nominal value of ordinary shares that may be allotted for cash or sold is
£342,927.31, which represents 10% of the nominal value of the enlarged ordinary share capital.

The directors of the Company consider that all the proposals to be considered at the Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The directors recommend that you vote in favour of all the proposed resolutions, as they propose to do in respect of their own holdings in the share capital of the Company.

Yours sincerely, John McLean

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(Incorporated in England and Wales with registered number 06280431)

Notice is hereby given that the Annual General Meeting of Sorbic International plc (the "Company") will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH on 23rd April 2013 at 10.30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, resolutions
1 to 5 being proposed as ordinary resolutions and resolution 6 being proposed as a special resolution.

1. To re-appoint, pursuant to Article 192 of the Company's Articles of Association, Crowe Clark Whitehill
LLP as auditors of the Company until the conclusion of the next annual general meeting.
2. To authorise the Directors to fix the auditors' remuneration.
3. To re-elect, as a director of the Company, Mr John McLean, who retires by rotation in accordance with Article 127 of the Company's Articles of Association and is eligible for re-election in accordance with Article 129 of the Company's Articles of Association.
4. To receive and adopt the Company's annual accounts for the financial year ended 30 September 2012, together with the Directors' report and auditors' report on those accounts.
5. To generally and unconditionally authorise the directors to exercise all the powers of the Company to allot shares in the Company and/or grant rights to subscribe for, or to convert any security into shares in the Company in accordance with section 551 of the Companies Act 2006 (the "2006 Act"), provided that this authority shall be limited to:
a. the allotment of shares in the Company to be issued pursuant to a fundraising exercise on [25] March 2013 together with various shares to be allotted in lieu of fees, up to an aggregate allotment of 11,476,287 shares in the Company;
b. the allotment of shares in the Company to be issued in connection with the conversion of A Notes and B Notes pursuant to the convertible loan note instruments executed by the Company on 27 August 2010 and 24 February 2011, and amended on 25 March and 21 March
2013 respectively, up to an aggregate allotment of 28,477,779 shares in the Company; and
c. in addition to the authority conferred pursuant to sub paragraphs 5(a) and 5(b) above, shares in the Company up to an aggregate nominal value not exceeding £1,143,091.04
and provided also that this authority shall expire at the conclusion of the next annual general meeting of the Company to be held in 2014 save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares in the Company to be allotted, or rights to subscribe for, or convert any security into shares in the Company to be granted after such expiry and the directors may allot shares in the Company and/or grant rights to subscribe for or to convert any security into shares in the Company in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

6. Subject to the passing of resolution 5 above and in accordance with section 570 of the 2006 Act, the directors be generally empowered to allot equity securities (as defined in section 560 of the 2006 Act) pursuant to the authority conferred by resolution 5 above, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to:
a. up to an aggregate allotment of 11,476,287 shares in the Company to be issued in connection to the fundraising exercise as describe in resolution 5(a) above;

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b. up to an aggregate allotment of 28,477,779 shares in the Company to be issued in connection to the conversion of A Notes and B Notes as describe in resolution 5(b) above; and
c. addition to the authority conferred pursuant to resolutions 5(a) and 5(b) above, the allotment of equity securities up to an aggregate nominal amount £342,927.31
and shall expire on the earlier of the conclusion of the next following annual general meeting of the Company or the date falling fifteen months from the date of passing this resolution (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted pursuant to that power after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

By Order of the Board
John McLean
Non-executive Chairman
Registered office:
49 Whitehall
London SW1A 2BX Date: 26th March 2013

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NOTES
1. You are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
2. A proxy does not need to be a member of the Company but must attend the Meeting to represent you.
Details of how to appoint the Chairman of the General Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form.
3. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
4. To appoint a proxy using the proxy form, the form must be:
• completed and signed; sent or delivered to the Company at Computershare Investor Services
PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY; and
• received by the Company no later than 10.30 am on 19 April 2013.
5. In the case of a member which is a company, the proxy form is signed (or a duly certified copy of such power or authority must be included with the proxy form).
6. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
7. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy form, please contact the Company on +44 (0870) 707 1652.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
8. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an
officer of the company or an attorney for the company. Any power of attorney or any other authority

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under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by the Company no later than 10.30 am on 19 April 2013.
Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
9. Except as provided above, members who have general queries about the Meeting should contact the
Company on +44 (0870) 707 1652 (no other methods of communication will be accepted). You may not use any electronic address provided either:
• in this notice of general meeting; or
• any related documents (including the proxy form),
to communicate with the Company for any purposes other than those expressly stated.

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